Film Me, Cheaply; Kill Me, Deadly: How I Made a Low-Budget 1940s-Style Film Noir

How do you shoot a realistic-looking 1940s-period film noir on a low budget?

Back in the fall of 2010, we began production on a black-and-white film noir comedy feature that would expand into three years. We had great success originating Bill Robens’ stage play Kill Me, Deadly in 2009 at Theatre of Note in Hollywood, but adapting the story for cinema required funds and resources that would greatly challenge us.

We decided not to think about the whole feature all at once. Instead, we decided to concentrate on one large scene first, and if we could pull it off successfully, go from there. We chose a 13-page sequence that takes place in a liquor lounge in Hollywood.

We scouted a few places and were fortunate enough to be able to rent Musso & Frank Grill for a 48-hour period. The famous Hollywood landmark was perfect for our production because it has changed minimally since the 1940s. We decorated the tables with our own The Big Sleep-styled tablecloths, hung a large curtain to block off a second dining room section and brought in a few standing plants as decoration. Now all we needed were period costumes and lighting.

Our goal was to get as close to the 1940s look as possible, so shooting in black and white was non-negotiable. DSLR cameras were just starting to be used by independent filmmakers at that time, and since I had recently purchased a Canon 7D, using that would save us some money. I shot the sequence in black and white, and we were very happy with the way it looked.

We taped out the location in a school auditorium and rehearsed the blocking with the actors, working out the various compositions that best convey the 1940s noir style: extreme low angles, Dutch angles, and soft diffusion on the female close-ups.

Many of the films of that period had a gorgeous diffusion on close-ups. After research, we concluded that wrapping the back of the lens with nude-colored ladies’ nylons gave the right effect. We did various test with the different styles and colors of nylon and chose a nude nylon that gave the right effect. The nylon would tear as you mounted the lens to the camera, though, so every time we changed lenses we had to get a new strip of nylon. Later in the production we switched to a technicolor flat camera profile that caused us to abandon the nylon diffusion as it was terribly ugly, and even later I chose to use Photoshop and Alien Skin’s Exposure software to create the diffusion in post-production.

After shooting the 13-page sequence, we ran it through full post-production with an original score and presented it to friends. The reaction was enthusiastic. We now felt very confident that we could shoot the project with the Canon 7D and get the look and feel we desired. However, we had a slew of new challenges. The rest of the story takes place in a mansion, various Los Angeles apartments, and exterior locations with period cars. We needed to put together a top-notch design team and create a solid budget for the rest of the film.

Our newly hired production designer Krystyna Loboda and our former costume designer Kimberly Freed went to work on designing the rest of the film. As we looked around Los Angeles for locations, our unit production manager began planning a budget. Although he wanted us to find more locations, as they would be cheaper than building sets, we knew it was necessary to the style of the film to shoot on a soundstage when possible. The films of the ’40s had a particular look and feel to them; we wanted total control over how the apartments and offices of our characters would look.

Building sets would be costly, so we had to be inventive with our budget. We decided to pay our crews across the board at the same base rate in order to keep their taxes low. Additionally, we boosted their individual pay with kit rental fees that would be untaxed. Thus, if they had their own equipment they could use for the production, it benefited us and them. Our budget and production had grown, requiring us to play ball with the various unions. We were able to offer our crew members valuable hours toward their cards as well as payments toward their pension and health. Quite a few crew members were able to join unions after the production.

An office set in Kill Me, Deadly

Our designers always had to be mindful of how our sets, props and costumes would look in black and white. Our production designer painted the walls in black and white so she could add the shading she wanted. Our costume designer had to carefully consider what patterns should be used in order to achieve maximum harmony between the actors and the camera and minimize the moiré effect. In order to get the best possible image, we used a Cooke PL Mount Cinema Lens on the Canon 7D. It allowed us to get the best focus, as trying to pull focus with a consumer lens with no focus stop was very difficult for our focus-puller.

Even though our production had changed for the better from a “do-it-yourself with friends” production to having union crews and elaborate locations, we still had to maintain the visual style we had established at the beginning of the production. My camera blocking plans became more elaborate. Since we now had a Chapman dolly at our disposal, I was able to block out more visually interesting scenes that would better emulate the shooting style of earlier films. In researching earlier noir films, we noticed that the camera was used very differently back then: Staging was creative but always efficient; instead of breaking up the shot into coverage they would see how much of the scene they could shoot in one set-up, with actors and camera moving and playing off each other. I shot this way whenever possible. The fact that most of our actors had been in the stage play really helped our speed. We could do long takes because they knew the material very well.

Diagram of camera blocking for scene 32, part 2, in Kill Me, Deadly

The older noirs from which we drew our inspiration were shot on film, of course, which was not possible for us, but I did purchase 35mm film scans to use as an overlay on our final product and give it a filmic texture. One choice I made that was not loyal to the vintage noir style was screen ratio. I knew most people would see our film on a flat-screen television, and I wanted our image to fill up the screen rather than be in a 4:3 ratio with black bars on the side.

Besides production design, lighting and compositional choices, we included two crucial and potentially overlooked additions to solidify the period and style of a true film noir.

The credit sequence for Kill Me, Deadly

The first were the credits and title sequence. It was very important that our film looked and felt like a ’40s film from the first frame to the final moment, when “The End” appears. I had researched many opening credits from films of the period and was adamant that we emulate that style. Those films had a specific layout and order to how the actors and crew were presented. I did not want to put all the credits upfront, as those films did, but I wanted to mimic that style as much as I could. I was worried I would not be allowed to have the noir aesthetic I wanted, because you are required to have approval from the Directors Guild of America on how your credits are structured. Fortunately, as long as the end credits met all of the union requirements, I was able to do the style I wanted at the beginning. I even graphically recreated the vintage Motion Picture Association of America (MPPA) logo in our opening credits. (Our certificate number is the same as Nicholas Ray’s In A Lonely Place.)

The last ingredient in making our film feel of the period was our original score. It was important that we have an orchestral score that emulated the big, luscious scores of the films from that period. Since we could not afford a huge orchestra, we had to find ways to mimic it. Our composer, Bill Newlin, got a copy of the score from The Big Sleep and transcribed all the different instruments and themes so he could see how those old scores were constructed. He played us various instruments on his keyboard to show us what he could mimic electronically. Because strings and horns, which were big in those old scores, do not sound realistic when synthesized, he was forced to build a score out of both real instruments and synthesized ones.

Director Darrett Sanders at Capitol Records Studio A

We recorded our strings in Studio A at Capitol Records; other sessions with various horns and guitars were recorded at other studios. Our temp track was filled with Bernard Hermann, Max Steiner, Franz Waxman and other composers of the time, so our composer had a great jumping-off place from which to craft the score we needed. MM

Kill Me, Deadly opened in theaters in April, 2016 and is currently available on cable, DVD and On Demand.